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Name | Symbol | Market | Type |
---|---|---|---|
Medigus Ltd | NASDAQ:MDGS | NASDAQ | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.36 | 2.52 | 2.59 | 0 | 01:00:00 |
Registration No. 333 -_______
As filed with the Securities and Exchange Commission on October 19, 2017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Medigus Ltd.
(Exact name of Registrant as specified in its charter)
Israel | Not Applicable | |
(State or other jurisdiction of | (IRS Employer | |
incorporation or Organization) | Identification No.) |
7A Industrial Park, P.O. Box 3030
Omer, 8496500, Israel
(Address of principal executive offices)
2013 Share Option and Incentive Plan
(Full title of the plan)
Medigus USA LLC
140 Town & Country Dr. Suite C, Danville CA 94526
+1 925-217-4677
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
Shachar Hadar, Adv.
Meitar
Liquornik Geva Leshem Tal
16 Abba Hillel Silver Rd.
Ramat Gan 5250608 Israel
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☒ |
Non-accelerated filer (Do not check if a smaller reporting company) | Smaller reporting company ☐ |
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Security |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
||||||||||||
Ordinary Shares, par value NIS 0.10 per share (1) | 12,000,000 | (2) | $ | 0.0445 | (3) | $ | 533,592 | (3) | $ | 67 |
(1) American Depositary Shares (the “ ADSs ”), evidenced by American Depositary Receipts, issuable upon deposit of the Ordinary Shares registered hereby, par value NIS 0.10 per share (the “ Shares ”) , of Medigus Ltd. (the “ Registrant ” or “ Company ” ) are registered on a separate registration statement on Form F-6 (File No. 333-203937 ). Each ADS represents fifty (50) Ordinary Shares .
(2) This registration statement on Form S-8 (this “ Registration Statement ”) covers 12,000,000 Shares of the Registrant, which may be issued under the Registrant’s 2013 Share Option and Incentive Plan (the “ Plan ” ). In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement shall also cover any additional Ordinary Shares that become issuable under the Plan by reason of any share dividend, share split, recapitalization or similar transaction effected without the receipt of consideration which results in an increase in the number of the Company’s outstanding Ordinary Shares.
(3) Calculated pursuant to Rule 457(c) and (h) under the Securities Act and based on the average of the high and low prices per share of the Registrant’s ADSs as reported on the Nasdaq Capital Market on October 15, 2017, which was $2.2233 per ADS.
EXPLANATORY NOTE
This Registration Statement registers an additional 12,000,000 Shares of the Company, which may be issued under the Plan. In accordance with General Instruction E of Form S-8, the contents of the Company’s Registration Statement on Form S-8 (File No. 333-206803) relating to the Plan, filed with the Securities and Exchange Commission (the “ Commission ”) on September 8, 2015, are incorporated herein by reference except for Items 3 and 8 of the Company’s Registration Statement, which are included in this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
*The documents containing the information specified in this Part I of Form S-8 (plan information and registrant information and employee plan annual information) will be sent or given to employees as specified by Securities and Exchange Commission Rule 428(b)(1). Such documents need to be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Commission by the Company, are incorporated herein by reference into this Registration Statement:
(a) | The Company’s Annual Report on Form 20-F for the fiscal year ended on December 31, 2016, filed with the Commission on March 31, 2017; |
(b) | The description of our Ordinary Shares, par value NIS 0.10 per share, and the American Depositary Shares representing the Ordinary Shares, contained in our Registration Statement on Form 20-F filed with the SEC on May 7, 2015 ; and |
(c) | Our Reports on Form 6-K furnished to the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act on April 4, 2017, April 27, 2017, May 9, 2017, May 15, 2017, May 30, 2017 (exhibits 99.2 and 99.3 only), June 28, 2017, July 10, 2017, July 18, 2017, July 19, 2017, July 26, 2017, August 16, 2017, September 11, 2017, September 18, 2017 (exhibits 99.2 and 99.3 only) and October 18, 2017. |
In addition, all documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, and certain Reports on Form 6-K furnished by the Company to the Commission (which indicate on their cover pages that they are incorporated herein by reference), after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing or furnishing of such documents or reports, to the extent not superseded by documents or reports subsequently filed or made.
Item 8. Exhibits
See attached Exhibit Index.
2
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Omer, Israel on the 19 th day of October, 2017.
Medigus Ltd. | ||
By: | /s/ Christopher (Chris) Rowland | |
Name: | Christopher (Chris) Rowland | |
Title: | Chief Executive Officer |
We, the undersigned directors and/or officers of the Registrant, hereby severally constitute and appoint Christopher (Chris) Rowland and Oded Yatzkan, and each of them singly, our true and lawful attorneys, with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-8 filed herewith, and any and all amendments to said registration statement, and any registration statement filed pursuant to Rule 462(b) under the Securities Act, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of the 19 th day of October, 2017.
Signature | Title | |
/s/ Christopher (Chris) Rowland | Chief Executive Officer and director (principal executive officer) | |
Christopher (Chris) Rowland | ||
/s/ Oded Yatzkan | Chief Financial Officer (principal financial and accounting officer) | |
Oded Yatzkan | ||
/s/ Doron Birger | Chairman of the Board of Directors | |
Doron Birger | ||
/s/ Efrat Venkert | Director | |
Efrat Venkert | ||
/s/ Eitan Machover | Director | |
Eitan Machover | ||
/s/ Nissim Darvish | Director | |
Dr. Nissim Darvish | ||
3
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Medigus Ltd. has signed this Registration Statement on this 19 th day of October, 2017.
Medigus USA LLC | ||
By: | /s/ Christopher (Chris) Rowland | |
Name: | Christopher (Chris) Rowland | |
Title: | Chief Executive Officer |
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EXHIBIT INDEX
* Filed herewith.
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